Web page updated on: 06/24/2008
CHARTER AND BY-LAWS
Articles of Incorporation / Minutes of Meetings
Public always welcome at our meetings.
Contact us for date and time.
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ARTICLES OF
INCORPORATION OF
SPARTANBURG ANGELS
The undersigned incorporators, a natural persons 18 years of age or older, in order to form a corporate entity under South Carolina Statutes adopts the following articles of incorporation.
ARTICLE I
NAME/REGISTERED OFFICE
The name of this corporation shall be SPARTANBURG ANGELS. The corporation's registered office is located at: 205 Gantt Court; Duncan, South Carolina 29334 USA
ARTICLE II
PURPOSE
This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations or other needy person(s). To this end, the corporation shall solicit contributions of money(s) and item(s). All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes and distributed to approved 501(c(3)s and other needy individuals and groups.
ARTICLE III
LIMITATIONS
At all times the following
shall operate as conditions restricting the operations and activities of the
corporation:
1. No part of the net earnings of the corporation shall inure to any member of
the corporation not qualifying as exempt under Section 501(c)(3) of the Internal
Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director
or officer of the corporation, nor to any other private persons, excepting
solely such reasonable compensation that the corporation shall pay for services
actually rendered to the corporation, or allowed by the corporation as a
reasonable allowance for authorized expenditures incurred on behalf of the
corporation;
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and
3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.
4. The corporation shall not lend any of its assets to any officer or director of this corporation and none of the assets shall be paid to any officer or director of this corporation as salary or paid compensation other than out of the pocket expenses directly related to the operation of the corporation such as but not limited to shipping expenses and office operating expenses, if any.
ARTICLE IV
DIRECTORS
The corporation shall have no
voting members. The management and affairs of the corporation shall be at all
times under the direction of the officers and Board of Directors, whose
operations in governing the corporation shall be defined by statute and by the
corporation's by-laws. No Director shall have any right, title, or interest in
or to any property of the corporation.
The corporation's first Board of Directors shall be comprised of the following
natural persons: Robert Lee Black, president; 205 Gantt Court; Duncan, South
Carolina 29334 USA.: Kathy J. Black, Director; Starla C. Ellison, Director
ARTICLE V
DEBT OBLIGATIONS AND PERSONAL LIABILITY
No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE VI
DISSOLUTION
Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VII
OPERATIONS
The business activities and meetings of the corporation shall operate under the guidelines of “ROBERT’S RULES OF ORDER”.
All business will be conducted in accordance with these “Article of Incorporation” and the attached “By-Laws”
ARTICLE VIII
INCORPORATOR
The incorporator of this
corporation is Robert Lee Black; 205 Gantt Court; Duncan, South Carolina 29334 USA.
The undersigned
incorporator certifies both that he executes these Articles for the purposes
herein stated, and that by such execution, he affirms the understanding that
should any of the information in these Articles be intentionally or knowingly
misstated, he is subject to the criminal penalties for perjury set forth in
South Carolina statutes as if this document had been executed under oath.
__________________________________________________ _______________
signature
date
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BY-LAWS
SPARTANBURG ANGELS
1. The number of Directors may vary but not to exceed eight directors. (Changed 10/13/05)
2. Officers and directors shall be voted in by a majority vote of the directors.
3. Officers and directors shall be voted out by a two thirds majority vote of the directors.
4. The by-laws shall be amended by a three fourths majority vote of the directors.
5. In the event of a tie in any voting the President shall cast the tie-breaking vote.
6. Spartanburg Angels shall have a minimum of two meetings each calendar year.
7. Meetings, including special meetings, may be called by the President, the Secretary/Treasurer or any three members of the board of directors.
8. Meetings to be official must give each officer and director a minimum of two weeks notice, either by mail or email or verbally with a written acknowledgement.
9. A checking account and a savings account shall be established by the Secretary/Treasurer for the purpose of handling the financial operations of the corporation.
10. The checking account shall require the signatures of two of the following. The President, the Secretary/Treasurer and a member of the board of directors.
11. Moneys in the savings account shall only be transferred to the checking account of the corporation.
12. The checking account shall be set up with a ‘debit card’ to facilitate the purchase of supplies and donation items as well as to pay for shipping as necessary. The use of the debit card shall only be with the approval of the ‘Board of Directors’ of the proscribed use and payment amount.
13. The quorum for an official meeting is 60% of the Directors of record. (Added: 10/13/05)
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MINUTES OF MEETING
SPARTANBURG ANGELS
December 8, 2005 7:30 PM
OPEN: 7:30 PM
PRAYER Robert Black
INTRODUCTIONS Robert Black, Bobby Bevill, Kathy Black, Debbie Page
INITIAL BUSINESS: Appoint
temporary secretary to take minutes of meeting.
Kathy Black appointed.
OLD BUSINESS:
Reading of minutes of last meeting
Motion by K. Black to skip reading, seconded by B. Bevill
Plugged in missing names for motions from last meeting.
Membership?
(Qualifications, recognition, dues.)
Discussed different levels of membership, ways for recognition- ?lapel pins, ?t-shirts, ?caps, post members names on website, discussed decals and SA logo
Fund raising
(Suggest different ideas and bring to next meeting.)
Will continue to think about fund raising and discuss at next meeting, need to work on getting the word out about Spartanburg Angels
- have rec’d two $25 donations
NEW BUSINESS:
Report on Project 1,000.
247 shoeboxes were shipped
Report information on checking and savings account
Discussed viaKLIX (Wachovia) and PayPal- handouts given to all directors, $280 needed for viaKLIX software- minimum 2 signature acct needed- motion for checking acct made by B.Bevill, seconded by D.Page- signatures done by all present members
Motion for PayPal to be set up made by K.Black, seconded by D.Page
Report information on 501-C3 application
Will need director names and social security numbers
Motion to apply for 501-C3 made by K.Black, seconded by D.Page
Number of directors
(Change constitution to 7 directors to make it
easier to achieve a quorum)
Discussed Daniel Bridwell’s possible interest in becoming a director.
Motion to change number of directors to 8 made by K.Black, seconded by B.Bevill
Website status
Numerous modifications and enhancements
Pictures of missionaries Chris and Dora, various other enhancements
Donations to our selected projects
Date for next meeting
Suggest first or second
week of May or June on a Thursday evening
Motion made by K.Black, seconded by D.Page to set meeting dates for 4-20-06 and 9-28-06
OTHER NEW BUSINESS:
CLOSING REMARKS: Robert is pleased with the progress of Spartanburg Angels and the help received from the Directors
CLOSING PRAYER: Bobby Bevill
*Note all votes were
unanimous*
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MINUTES OF MEETING
SPARTANBURG ANGELS
October 13, 2005 7:30 PM
The meeting was opened with prayer by Bobby Bevill at 7:30 PM.
Introductions were made around the table for all present.
Present: Robert Black, President and Kathy Black, Debbie Page, Starla Ellison, Bobby Bevill, (Director candidate) and Jeff Jones directors.
Starla Ellison was appointed temporary secretary to take minutes of the meeting.
Spartanburg Angels has a somewhat different hierarchy and it was explained that the directors have control over the President.
There was no old business.
NEW BUSINESS:
Mr. Bobby Bevill was presented as a director candidate and after no discussion a motion was made to accept Mr. Bevill as a new director. The motion was made by Kathy Black and seconded by Jeff Jones. Vote was called for on the new director: Mr., Bobby Bevill as the fifth director called for in our charter. The vote was unanimous in favor of accepting Mr. Bobby Bevill as director.
Motion was made to adjourn for supper by Jeff Jones and seconded by Kathy Black and with no discussion the vote was unanimous to adjourn for supper.
The meeting was called back to order by Robert Black, President
The necessity of having a quorum necessary for official business was explained by it was suggested that the quorum should be 60% of the directors of record. A motion was made by Jeff Jones and seconded by Bobby Bevill to set the quorum at 60% and without discussion a vote was taken. The vote was unanimous in favor of setting the quorum at 60%.
Report on Project 1,000 was made by Robert Black and that the likely total would be around 250 shoeboxes.
Report on Mission Trip 2006 was made by Robert Black and explained how the mission trip would work and when planned. The mission trip would be the week of May 27 to June 3 with a needed deadline date for joining the mission trip of around February 15th.
The value of a (501-C3) tax exemption was explained and that it would be brought before the next meeting for discussion and vote on the filing.
The need for a bank account was explained and that information about it would be presented at the next meeting for discussion and vote on establishing the necessary accounts.
It was suggested by the President that we should consider Qualifications, recognition, dues for someone to become a member of Spartanburg Angels. The constitution and by-laws provides for a non-voting class of membership. Suggestions were requested and will be considered at the next meeting.
Fund raising is sometimes a necessary part of doing business and suggestions for a fund raiser(s) was requested and will be considered at the next meeting.
The president presented the concept of ‘partnering’ with churches and business’ entities.
A report was made on the status of the Spartanburg Angels website which is in a constant state of development.
It was pointed out that at present all donations to the Spartanburg Angels missions were handled as a direct donation due to our not having either a checking account or 501-C3 status.
The necessity of having another meeting during the calendar year 2005 was explained and two dates were suggested. A motion was made by Kathy Black and seconded by Debbie Page for that date to be December 8 (Thursday) 7:30pm and with no discussion it was unanimously approved.
The president expressed his concern that Spartanburg Angels might be able to continue in existence in the event of his no longer being able to function as president. That is something that will have to have further consideration.
Along that same line. The president expressed a hope that at some future date we would be able to hire an agent to represent our interests in Roatan, Honduras.
After brief closing remarks the meeting was closed in prayer by Starla Ellison.
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SEPTEMBER 28, 2006
THURSDAY EVENING 7:30 PM. RIVER HILLS BAPTIST CHURCH LIBRARY
PUBLIC
INVITED
FOR MORE INFORMATION CONTACT:
Robert L. Black, President
864/621-9774 achristianplace@charter.net
Spartanburg Angels
205 Gantt Court
Website updated on:
10/02/2007
Duncan, South Carolina 29334 USA
PRESS: (CNTL & D) TO SAVE THIS PAGE TO YOUR
FAVORITES
864/621-9774
achristianplace@charter.net
